Exhibit 10.1


 


ASSET PURCHASE AGREEMENT


 


This Asset Purchase
Agreement (this “Agreement”) is entered into on December 18, 2015, by and among The Grilled Cheese Truck, Inc.,
a Nevada corporation (“GCT”) and GCT Lobos, Inc., a Nevada corporation and wholly owned subsidiary of GCT (“GCT
Lobos” or the “Buyer”), on the one hand, and The Seawolf Group LLC, a California limited liability
company (the “Seller”), on the other hand. Each of the GCT, GCT Lobos, and the Seller may be referred to as
a “Party” and collectively as the “Parties.”


 


RECITALS:


 


A.          Seller is the owner and operator
of a food truck business located out of Rosemead, California (the “Business”);


 


B.          Seller desires to sell, transfer
and assign to Buyer, and Buyer desires to purchase and acquire from Seller, substantially all of the assets of the Business on
the terms set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual promises, covenants and representations contained herein, the Parties hereto agree as follows:


  


ARTICLE I


 


DEFINED TERMS


 


For all purposes of
this Agreement, the following terms have the meanings indicated:


 


“Action”
means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation,
citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at
law or in equity.


 


“Assigned
Contracts” has the meaning set forth in Section 2.2(f) below.


 


“Assumed Liabilities”
has the meaning set forth in Section 2.4 below.


 


“Bill of Sale”
has the meaning set forth in Section 3.2(a) below.


 


“Business”
has the meaning set forth in Recital A above.


 


“Business
Financial Statements” has the meaning set forth in Section 4.4(a) below.


 


“Buyer”
has the meaning set forth in the preamble to this Agreement.


 






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“Cash Consideration”
has the meaning set forth in Section 2.6(b) below.


 


“Closing”
means the consummation of the purchase and sale transaction contemplated by this Agreement, which shall be deemed to have occurred
at 11:59 p.m. on the Closing Date.


 


“Closing Date”
means the date of the Closing.


 


“Contract”
means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures
and all other agreements, commitments and legally binding arrangements, whether written or oral.


 


“Cure and
Resolution Period” has the meaning set forth in Section 7.3(b) below.


 


“Demand Notice”
has the meaning set forth in Section 7.3(a) below.


 


“Disclosure
Schedule” means the Disclosure Schedule which identifies specific sections to which each such disclosure relates and
is delivered to Buyer by Seller in connection with this Agreement.


 


“Encumbrance”
means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option,
security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including
any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.


 


“Employee” means
those Persons employed by Seller in connection with the Business immediately prior to the Closing.


 


“Excluded
Assets” has the meaning set forth in Section 2.3 below.


 


“Excluded
Liabilities” has the meaning set forth in Section 2.5 below.


 


“Fixed Assets”
has the meaning set forth in Section 2.2(a) below.


 


“GCT”
has the meaning set forth in the preamble to this Agreement.


 


“GCT Lobos”
has the meaning set forth in the preamble to this Agreement.


 


“Governmental
Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality
of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority
or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the
force of Law), or any arbitrator, court or tribunal of competent jurisdiction.


 






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“Intellectual
Property” means all of the following and similar intangible property and related proprietary rights, interests and protections,
however arising, pursuant to the Laws of any jurisdiction throughout the world: (a) trademarks, service marks, assumed names, trade
names, brand names, logos, trade dress and other proprietary indicia of goods and services, whether registered, unregistered or
arising by Law, and all registrations and applications for registration of such trademarks, including intent-to-use applications,
and all issuances, extensions and renewals of such registrations and applications; (b) internet domain names, whether or not trademarks,
registered in any generic top level domain by any authorized private registrar or Governmental Authority; (c) original works of
authorship in any medium of expression, whether or not published, all copyrights (whether registered, unregistered or arising by
Law), all registrations and applications for registration of such copyrights, and all issuances, extensions and renewals of such
registrations and applications; (d) confidential information, formulas, designs, devices, technology, know-how, research and development,
inventions, methods, processes, compositions and other trade secrets, whether or not patentable; (e) patented and patentable designs
and inventions, all design, plant and utility patents, letters patent, utility models, pending patent applications and provisional
applications and all issuances, divisions, continuations, continuations-in-part, reissues, extensions, reexaminations and renewals
of such patents and applications; and (f) any manuals relating to operations, training, employment, including materials provided
to any licensees.


 


“Intellectual
Property Assets” means all Intellectual Property that is owned by Seller and used in or necessary for the conduct of
the Business.


 


“Intellectual
Property Licenses” means all licenses, sublicenses and other agreements by or through which other Persons grant Seller
exclusive or non-exclusive rights or interests in or to any Intellectual Property that is used in or necessary for the conduct
of the Business as currently conducted.


 


“Indemnitee”
has the meaning set forth in Section 7.3 below.


 


“Indemnitor”
has the meaning set forth in Section 7.3(a) below.


 


“Inventories”
has the meaning set forth in Section 2.2(b) below.


 


“Joint Venture
Agreement” has the meaning set forth in Section 6.1(f)(ii) below.


 


“Knowledge”
of a given Person, and with respect to any fact or matter, the actual knowledge of the directors and executive officers of
such Person and each of its Subsidiaries, together with such knowledge that such directors, executive officers and other employees
could be expected to discover after due investigation concerning the existence of the fact or matter in question.


 






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“Law”
means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement
or rule of law of any Governmental Authority.


 


“Liability”
means a liability, obligation or commitment of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent,
accrued or unaccrued, matured or unmatured or otherwise.


 


“License Agreement”
has the meaning set forth in Section 6.1(f)(i) below.


 


“LockUp Agreement”
has the meaning set forth in Section 6.2(h)(iii) below.


 


“Losses”
has the meaning set forth in Section 7.1 below.


 


“Material
Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become,
individually or in the aggregate, materially adverse to (a) the business, results of operations, assets or prospects of the Business,
(b) the value of the Transferred Assets, or (c) the ability of Seller to consummate the transactions contemplated hereby on a timely
basis.


 


“Material
Contract” has the meaning set forth in Section 4.7(a) below.


 


“Material
Suppliers” has the meaning set forth in Section 4.10 below.


 


“Outside Closing
Date” has the meaning set forth in Section 3.1 below.


 


“Permits”
means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained,
or required to be obtained, from Governmental Authorities.


 


“Permitted
Encumbrance” means any statutory lien arising in the ordinary course of business by operation of law with respect to
a Liability that is not yet due or delinquent.


 


“Person”
means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated
organization, trust, association or other entity.


 


“Purchase
Price” has the meaning set forth in Section 2.6(b) below.


 


“Receivables”
has the meaning set forth in Section 2.2(c) below.


 


“Securities
Act” has the meaning set forth in Section 4.16 below.


 


“Seller”
has the meaning set forth in the preamble to this Agreement.


 






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“Shares”
has the meaning set forth in Section 2.6(a) below.


 


“Tax”
means any federal, state, local, foreign or other tax (whether income, sales, FICA, Medicare, use, franchise, excise, real or personal
property or other kind of tax), assessment, levy, impost, withholding or other governmental charge and includes all interest and
penalties thereon.


 


“Tax Returns”
means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including
any schedule or attachment thereto, and including any amendment thereof


 


“Transferred
Assets” has the meaning set forth in Section 2.1 below.


  


ARTICLE II


 


PURCHASE AND SALE OF TRANSFERRED ASSETS


 


2.1           Purchase and Sale. Except
as otherwise provided in Section 2.3 below, Seller agrees to sell, assign, transfer, and convey, and Buyer agrees to purchase,
accept, acquire, and take assignment and delivery of, all of the Business, assets, properties, goodwill, and rights of the Business
as a going concern, of every nature, kind, and description, tangible and intangible wherever located and whether or not carried
or reflected on the books and records of the Business (hereinafter sometimes called the “Transferred Assets”),
free and clear of any Encumbrance of any kind whatsoever, except Permitted Encumbrances.


 


2.2           Transferred Assets. The
Transferred Assets include the following:


 


(a)          all equipment, machinery,
leasehold improvements, fixtures, computer hardware, business machines, furniture, supplies, fixed assets, and other tangible personal
property (including spare and maintenance parts) used in or relating to the Business (the “Fixed Assets”) as
set forth in Section 2.2(a) of the Disclosure Schedule;


 


(b)          all inventories (raw materials,
work in process, and finished goods) of the Business (the “Inventories”) as set forth in Section 2.2(b) of
the Disclosure Schedule;


 


(c)          all accounts or
notes receivable and all claims of every description owned and receivable by the Business such as claims for rebates, deposits,
and credits (the “Receivables”) as set forth in Section 2.2(c) of the Disclosure Schedule;


 


(d)          all Intellectual Property
Assets as set forth in Section 4.9(a) of the Disclosure Schedule;


 


(e)          all Permits used
in or related to the Business as set forth in Section 4.12(b) of the Disclosure Schedule.


 






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(f)          all rights and
incidents of interest of Seller or the Business in and to the Contracts and Intellectual Property Licenses listed in Section
2.2(f) of the Disclosure Schedule (the “Assigned Contracts”);


 


(g)          all products and product
ideas, product lines, product improvements, and product technology of the Business whether now being or heretofore researched and
developed by or at the direction of Seller and all products previously researched, developed, or sold by the Business but now discontinued
or on hold;


 


(h)          all claims, causes of action
and rights of Seller against any Person, whether matured or unmatured, direct or indirect, known or unknown, or absolute or contingent
to the extent related to the Transferred Assets as set forth in Section 2.2(h) of the Disclosure Schedule; and


 


(i)           all goodwill and the going
concern value of the Business.


 


2.3           Excluded Assets. No interest
in the following assets (the “Excluded Assets”) is being sold or otherwise transferred by Seller to Buyer under
this Agreement:


 


(a)          any Contract related to
employment arrangements with current or former employees;


 


(b)          any Contract or Intellectual
Property License that is not an Assigned Contract;


 


(c)          Seller’s
cash on hand;


 


(d)          any employee benefit plan
established by Seller or the Business;


 


(e)          a refund or credit, if any,
of Taxes due to Seller on account of the Business which cannot be assigned by law;


 


(f)          deposits with landlords,
utilities, or any other vendor;


 


(g)          the organizational
documents, minute books, books of account, Tax Returns and other records having to do with Seller. However, such documents shall
be made available to Buyer for review upon Buyer’s reasonable request; and


 


(h)          Seller’s rights under
this Agreement.


 


Notwithstanding the
foregoing, Seller agrees to take reasonable steps to make available historical information about Seller and its business for the
purpose of assisting Buyer in having its financial statements audited.


 






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2.4           Assumed Liabilities.
Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge the Liabilities
arising after the Closing under the Assigned Contracts, but only to the extent that such Liabilities do not relate to any failure
to perform, improper performance, warranty or other breach, default or violation of Seller on or prior to the Closing (collectively,
the “Assumed Liabilities”).


 


2.5           Excluded Liabilities.
Notwithstanding the provisions of Section 2.4 or any other provision of this Agreement to the contrary, Buyer shall not assume
and shall not be responsible to pay, perform or discharge any Liabilities of Seller of any kind or nature whatsoever whether known
or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created, other than the Assumed Liabilities
(the “Excluded Liabilities”).


 


2.6           Purchase Price. The purchase
price for the Transferred Assets will be as follows:


 


(a)           six hundred fifty thousand (650,000) shares of Series B Convertible Preferred Stock of GCT, the rights, privileges and preferences
of which are set forth in the Certificate of Designation attached hereto as Exhibit A (the “Shares”);
and


 


(b)           an amount equal to any lease deposits as set forth in Schedule 2.2(f), plus the value of any inventory at the date of Closing,
as set forth in Schedule 2.2(b) (the “Cash Consideration” and, together with the Shares, the “Purchase
Price”).


 


2.7           Allocation of Purchase Price.
The Parties agree that the Purchase Price for the Transferred Assets shall be allocated among the Transferred Assets in a manner
that is consistent with Section 1060 of the Internal Revenue Code of 1986, as amended, and that is reasonably acceptable to Buyer.
Buyer and Seller agree that Seller will prepare and file on a timely basis with the Internal Revenue Service (and applicable state
tax authorities) Internal Revenue Service Form 8594 (and corresponding state tax forms), and provide a copy to Seller, who agrees
to file an identical Form 8594 (and corresponding state tax forms). Such forms shall comply with such allocation which has been
approved by Buyer.


  


ARTICLE III


 


CLOSING


 


3.1           Date and Place of Closing;
Termination. The Closing will take place effective as of 11:59 pm, Pacific Time, on December 31, 2015 (the “Closing
Date”) by the exchange of documents via facsimile and email. In the event the Closing does not take place on or before
the Closing Date, Buyer may unilaterally extend the Closing Date for a thirty-day (30) period until January 31, 2016 (the “Outside
Closing Date”). This Agreement may be terminated only by (a) the mutual consent of the Parties, (b) upon a material breach
by any Party after giving the other Parties written notice and five (5) business days to cure the breach, or (c) by any Party after
the Outside Closing Date.


 






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3.2           Deliveries by Seller.
At the Closing, Seller will deliver or cause to be delivered to Buyer all of the following:


 


(a)           a bill of sale, in form
and substance satisfactory to Buyer and as set forth in Exhibit B (the “Bill of Sale”), duly executed
by Seller, warranting, transferring, and conveying to Buyer, or Buyer’s designee, good and marketable title to all of the
Fixed Assets and the Inventories;


 


(b)           a power of attorney in the
form and substance satisfactory to Buyer and as set forth in Exhibit C, duly executed by Seller, allowing Buyer the right
to demand and receive the Receivables and endorse checks received in connection with the Transferred Assets which may still be
in the name of Seller;


 


(c)           such other customary instruments
of transfer, assumption, filings or documents, in form and substance satisfactory to Buyer, as may be requested by Buyer;


 


(d)           copies, certified by Seller
to be true and complete copies, of all of the Assigned Contracts, together with such bulk or individual assignments dated as of
the Closing Date and consents of third parties or a statement by such third party as to the conditions which must be met before
such consents are granted as may be necessary or desirable to effect a transfer to Buyer all of Seller’s rights and interests
under such Assigned Contracts, all in form and substance satisfactory to Buyer;


 


(e)           possession of and title
to all of the Transferred Assets, and Buyer will be entitled to full use and possession of the Transferred Assets as of the Closing
Date;


 


(f)           all consents and approvals
of Governmental Authorities, if required, and third parties, if required, to the transactions contemplated by this Agreement;


 


(g)           a certified UCC-1 (financing
statement) search from the State of California, dated within ten days prior to the Closing Date, showing all financing statements
filed against any of the Transferred Assets, plus copies of any and all such financing statements. Seller represents that no additional
UCC-1s have been filed during such ten (10) day period and that there are no executed but unfiled UCC-1s;


 


(h)           copies of all judgments,
if any, filed against Seller or any of the Transferred Assets; and


 


(i)            copies of all federal and
state tax liens, if any, against Seller or any of the Transferred Assets.


 






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3.3           Deliveries by GCT. At
the Closing, GCT shall deliver to Seller:


 


(a)           the Cash Consideration;
and


 


(b)          the
Shares.


 


ARTICLE IV


 


REPRESENTATIONS AND WARRANTIES OF SELLER


 


As a material inducement
to GCT and the Buyer’s willingness to enter into and perform this Agreement, Seller represents and warrants to GCT and the
Buyer, as of the Closing (unless otherwise specified in this Agreement), as follows:


 


4.1           Organization. Seller
is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of California
and has full power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to
carry on the Business as currently conducted.


 


4.2           Authority
of Seller. Seller has full power and authority to enter into this Agreement, to carry out its obligations hereunder and to
consummate the transactions contemplated hereby. The execution and delivery by Seller of this Agreement and any other documents
delivered hereunder, the performance by Seller of its obligations hereunder and the consummation by Seller of the transactions
contemplated hereby have been duly authorized by all requisite company action on the part of Seller. This Agreement has been duly
executed and delivered by Seller, and this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against
Seller in accordance with its terms.


 


4.3           No Conflicts;
Consents. The execution, delivery and performance by Seller of this Agreement, and the consummation of the transactions contemplated
hereby, do not and will not:


 


(a)           conflict with
or result in a violation or breach of, or default under, any provision of the organizational documents of Seller;


 


(b)           conflict with
or result in a violation or breach of any provision of any Law applicable to Seller, the Business, or the Transferred Assets that
would result in a Material Adverse Effect;


 


(c)           require the consent,
notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event
that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create
in any party the right to accelerate, terminate, modify or cancel any Contract or Permit to which Seller is a party or by which
Seller or the Business is bound or to which any of the Transferred Assets are subject (including any Assigned Contract) that would
result in a Material Adverse Effect; or


 






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(d)           result in the
creation or imposition of any Encumbrance other than Permitted Encumbrances on the Transferred Assets.


 


To Seller’s Knowledge,
other than as set forth in the Disclosure Schedule, no consent, approval, Permit, declaration or filing with, or notice to, any
Governmental Authority is required by or with respect to Seller in connection with the execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby.


 


4.4           Financial Statements.


 


(a)          Seller has previously delivered
to Buyer the financial statements of the Business consisting of the balance sheet of the Business as of December 31 in each of
the years 2013 and 2014 and the related statements of income and cash flow for the years then ended, and as of September 30, 2015
and the nine months then ended (collectively “Business Financial Statements”). The Business Financial Statements
have been prepared in accordance with Generally Accepted Accounting Principles and to the best of Seller’s knowledge are
true, correct, complete, and not misleading.


 


(b)          The Business Financial Statements
are complete and correct and have been prepared from and substantially conform with the books and records of the Business and present
fairly the financial condition and results of operations of the Business as of the dates and for the periods indicated.


 


4.5           Undisclosed Liabilities.
Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in
the Business Financial Statements as of September 30, 2015, and (b) those which have been incurred in the ordinary course of business
consistent with past practice since September 30, 2015 and which are not, individually or in the aggregate, in excess of $5,000.          


 


4.6           Absence of Certain Changes,
Events and Conditions. Since September 30, 2015, and except as listed on Section 4.6 of the Disclosure Schedule, none
of the following has occurred, except that which would not have a Material Adverse Effect:


 


(a)          material change in any method
of accounting or accounting practice for the Business;


 


(b)          entry into any Contract;


 


(c)          incurrence, assumption or
guarantee of any indebtedness for borrowed money in connection with the Business or by the Business;


 






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(d)          transfer, assignment, sale,
lien, or other disposition of any of the Transferred Assets or any other asset of the Business except in the ordinary course of
business;


 


(e)          cancellation of any debts
or claims or amendment, termination or waiver of any rights constituting Transferred Assets;


 


(f)          transfer, assignment or
grant of any license or sublicense of any material rights under or with respect to any of the Intellectual Property;


 


(g)          material damage, destruction
or loss, or any material interruption in use, of any Transferred Assets, whether or not covered by insurance;


 


(h)          grant of any bonuses,
whether monetary or otherwise, or any general wage or salary increases in respect of any Employees, other than as provided for
in any written agreements or consistent with past practice, or change in the terms of employment for any Employee;


 


(i)          loan to, or entry
into any other transaction with, any member, manager or employee of Seller; or


 


(j)          any Contract to
do any of the foregoing, or any action or omission that would result in any of the foregoing.


 


4.7           Material Contracts.


 


(a)          Section 4.7
of the Disclosure Schedule lists each of the following Contracts (i) by which any of the Transferred Assets are bound or affected
or (ii) to which Seller is a party or by which it is bound in connection with the Business or the Transferred Assets, excluding
the contracts executed in association with this Agreement (such Contracts listed or otherwise disclosed in Section 4.7 of the
Disclosure Schedule and all Contracts relating to the Intellectual Property set forth in Section 4.9(c) and Section 4.9(e)
of the Disclosure Schedule, being “Material Contracts”):


 


(i)            all Contracts involving aggregate consideration in excess of $5,000 in the aggregate and which, in each case, cannot be
cancelled without penalty or without more than 30 days’ notice;


 


(ii)           all Contracts that require Seller to purchase or sell a stated portion of the requirements or outputs of the Business or
that contain “take or pay” provisions;


 


(iii)          all Contracts that provide for the indemnification of any Person or the assumption of any tax, or other Liability of any
Person;


 


(iv)          all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any
other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise);


 






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(v)           all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research,
marketing consulting and advertising Contracts;


 


(vi)          all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) and which
are not cancellable without penalty or without more than 30 days’ notice;


 


(vii)         except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation,
guarantees);


 


(viii)        all Contracts with any Governmental Authority;


 


(ix)           all Contracts that limit or purport to limit the ability of Seller to compete in any line of business or with any Person
or in any geographic area or during any period of time;


 


(x)            all joint venture, partnership or similar Contracts;


 


(xi)           all Contracts for the sale of any of the Transferred Assets or for the grant to any Person of any option, right of first
refusal or preferential or similar right to purchase any of the Transferred Assets;


 


(xii)          all powers of attorney with respect to the Business or any Transferred Asset;


 


(xiii)         all collective bargaining agreements or Contracts with any labor organization, union or association; and


 


(xiv)         all other Contracts that are material to the Transferred Assets or the operation of the Business and not previously disclosed
pursuant to this section.


 


(b)          Each Material
Contract is valid and binding on Seller in accordance with its terms and is in full force and effect. None of Seller or, to Seller’s
Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has
provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that,
to Seller’s Knowledge, with notice or lapse of time or both, would constitute an event of default under any Material Contract
or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the
loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments
and supplements thereto and waivers thereunder) have been provided to Buyer. There are no disputes pending or, to Seller’s
Knowledge, threatened under any Contract included in the Transferred Assets.


 






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4.8           Title to, and Sufficiency
of, Transferred Assets.


 


(a)          Seller owns good, marketable
title to all of the Transferred Assets, free and clear of any Encumbrance, title imperfection, or restriction of any kind whatsoever
(whether accrued, absolute, contingent, or otherwise), except Permitted Encumbrances.


 


(b)          The Transferred Assets are
sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the
Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted. The exclusion
of the Excluded Assets will not have a Material Adverse Effect on the Business.


 


(c)          The Inventories will be,
at the Closing, no less than fifty percent (50%) of the average inventory value for the previous ninety (90) days, consist of a
quality and quantity usable and salable in the ordinary course of business, except for obsolete, damaged or slow-moving items that
have been written off or written down to fair market value or for which adequate reserves have been established.


 


4.9           Intellectual
Property.


 


(a)          Section 4.9(a)
of the Disclosure Schedule lists all Intellectual Property Assets, whether or not such Intellectual Property Asset is registered.
All required filings and fees related to the Intellectual Property Assets, the lack of which would have a Material Adverse Effect,
have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all registrations
relating to the Intellectual Property Assets, the lack of which would have a Material Adverse Effect, are otherwise in good standing.
Seller has provided Buyer, to Buyer’s satisfaction at the time of Closing, with true and complete copies of file histories,
documents, certificates, office actions, correspondence and other materials related to all Intellectual Property Assets.


 


(b)          Seller owns all
rights, title and interest in and to the Intellectual Property Assets, free and clear of Encumbrances. Without limiting the generality
of the foregoing, Seller has entered into binding, written agreements with every current and former employee of Seller, and with
every current and former independent contractor who worked on or with Intellectual Property Assets, whereby such employees and
independent contractors (i) assign to Seller any ownership interest and right they may have in the Intellectual Property Assets;
and (ii) acknowledge Seller’s exclusive ownership of all Intellectual Property Assets. Seller is, to its Knowledge, in full
compliance with all legal requirements applicable to the Intellectual Property Assets and Seller’s ownership and use thereof.


 


(c)          Section 4.9(c)
of the Disclosure Schedule lists all Intellectual Property Licenses. Seller has provided Buyer with true and complete copies
of all such Intellectual Property Licenses that are Transferred Assets. All such Intellectual Property Licenses are valid, binding
and enforceable between Seller and the other parties thereto, and Seller and such other parties are in full compliance with the
terms and conditions of such Intellectual Property Licenses.


 






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(d)          The Intellectual
Property Assets and Intellectual Property Licenses as currently or formerly owned, licensed or used by Seller or proposed to be
used by Buyer, and the conduct of the Business as currently and formerly conducted by Seller and proposed to be conducted by Buyer
have not, do not and will not, to Seller’s Knowledge, infringe, violate or misappropriate the Intellectual Property of any
Person. Seller has not received any communication, and no Action has been instituted, settled or, to Seller’s Knowledge,
threatened that alleges any such infringement, violation or misappropriation.


 


(e)          Section 4.9(e)
of the Disclosure Schedule lists all licenses, sublicenses and other agreements pursuant to which Seller grants rights or authority
to any Person with respect to any Intellectual Property. Seller has provided Buyer with true and complete copies of all such agreements.
All such agreements are valid, binding and enforceable between Seller and the other parties thereto, and Seller and such other
parties are, to Seller’s Knowledge, in full compliance with the terms and conditions of such agreements, and no Person has
infringed, violated or misappropriated, or is infringing, violating or misappropriating, any Intellectual Property Assets.


 


4.10         Suppliers.
Section 4.10 of the Disclosure Schedule sets forth with respect to the Business (i) each supplier to whom Seller has paid
consideration for goods or services rendered in an amount greater than or equal to $500 for the period between July 1, 2015 to
November 30, 2015 (collectively, the “Material Suppliers”); and (ii) the amount of purchases from each Material
Supplier during such period. Seller has not received any notice, and has no reason to believe, that any of the Material Suppliers
has ceased, or intends to cease, to supply goods or services to the Business or to otherwise terminate or materially reduce its
relationship with the Business.


 


4.11         Legal Proceedings.


 


(a)          There are no legal
proceedings pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the Business
or the Transferred Assets; or (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by
this Agreement; and no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.


 


(b)          There are no outstanding
and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business.


 


4.12         Compliance
with Laws; Permits.


 


(a)          To Seller’s
Knowledge, Seller has complied, and is now complying, with all Laws applicable to the conduct of the Business as currently conducted
or the ownership and use of the Transferred Assets.


 






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(b)          All Permits required
for Seller to conduct the Business as currently conducted or for the ownership and use of the Transferred Assets, the lack of which
would have a Material Adverse Effect, have been obtained by Seller and are valid and in full force and effect. All fees and charges
with respect to such Permits as of the date hereof have been paid in full. Section 4.12(b) of the Disclosure Schedule lists
all current Permits issued to Seller which are related to the conduct of the Business as currently conducted or the ownership and
use of the Transferred Assets, including the names of the Permits and their respective dates of issuance and expiration. No event
has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension,
lapse or limitation of any Permit set forth in Section 4.12(b) of the Disclosure Schedule.


 


4.13         Employment
Matters.


 


(a)          Section 4.13
of the Disclosure Schedule contains a list of all persons who are Employees, consultants, or contractors of the Business as of
the date hereof, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full
or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation;
and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all
commissions and bonuses payable to Employees, consultants, or contractors of the Business for services performed on or prior to
the date hereof have been paid in full and there are no outstanding agreements, understandings or commitments of Seller with respect
to any commissions, bonuses or increases in compensation. Buyer shall have the right, in its sole discretion, to employ, retain,
or contract with any of such persons.


 


(b)          Seller is not
a party to, or bound by, any collective bargaining or other Contract with a labor organization representing any of its Employees,
and to Seller’s Knowledge, there are no labor organizations representing, purporting to represent or attempting to represent
any Employee.


 


(c)          To Seller’s
Knowledge, Seller is and has been in compliance with all applicable Laws pertaining to employment and employment practices to the
extent they relate to the Employees. To Seller’s Knowledge, all individuals characterized and treated by Seller as consultants
or contractors of the Business are properly treated as independent contractors under all applicable Laws.


 


4.14         Taxes.


 


(a)          All Tax Returns
with respect to the Business required to be filed by Seller for any period prior to Closing have been, or will be, timely filed.
Such Tax Returns are, or will be, true, complete and correct in all respects. All Taxes due and owing by Seller (whether or not
shown on any Tax Return) have been, or will be, timely paid.


 


(b)          Seller has withheld
and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any Employee, independent
contractor, creditor or other party, and complied with all information reporting and backup withholding provisions of applicable
Law.


 






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(c)          No extensions
or waivers of statutes of limitations have been given or requested with respect to any Taxes of Seller.


 


(d)          All deficiencies
asserted, or assessments made, against Seller as a result of any examinations by any taxing authority have been fully paid.


 


(e)          Seller is not
a party to any Action by any taxing authority. There are no pending or, to Seller’s Knowledge, threatened Actions by any
taxing authority.


 


(f)          There are no Encumbrances
for Taxes upon any of the Transferred Assets nor, to Seller’s Knowledge, is any taxing authority in the process of imposing
any Encumbrances for Taxes on any of the Transferred Assets (other than for current Taxes not yet due and payable).


 


4.15         Brokers.
Except as set forth in Section 4.15 of the Disclosure Schedule, no broker, finder or investment banker is entitled to any
brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of Seller.


 


4.16         Investment.
Seller is acquiring the Shares for its own account, and not directly or indirectly for the account of any other person. Seller
is acquiring the Shares for investment and not with a view to distribution or resale thereof except in compliance with the Securities
Act of 1933 (the “Securities Act”) and any applicable state law regulating securities.


 


4.17         Registration
of Securities. The shares being acquired by Seller are restricted shares and have not been registered under the Securities
Act of 1933, as amended, or any similar state securities law. Therefore, the Seller must bear the economic risk of investment for
an indefinite period of time. The Shares cannot and will not be sold unless they are subsequently registered under the Securities
Act or an exemption from such registration is available. Neither Buyer, GCT, nor any representative of Buyer or GCT has made any
representation, warranty, or covenant whatsoever as to whether any exemption from the Securities Act, including, without limitation,
any exemption for limited sales in routine brokers’ transactions pursuant to Rule 144 under the Securities Act is, or will
become, available. Additionally, the Shares have not been registered or qualified under any applicable state law regulating securities
and therefore the Shares cannot and will not be sold unless it is subsequently registered or qualified under any such act or an
exemption therefrom is available. Neither Buyer, GCT, nor any representative of Buyer or GCT has made any representation, warranty,
or covenant whatsoever as to whether any exemption from any such act is, or will become, available.


 


4.18         Access to
Information. Seller acknowledges that Buyer has made available to it the opportunity to ask questions of and receive answers
from Buyer’s and GCT’s management, including its officers and directors, concerning the terms and conditions of this
Agreement and the business and financial condition of Buyer and GCT, and Seller has received such information about the business
and financial condition of Buyer and GCT and the terms and conditions of the Agreement as it has requested. Seller understands
that the Shares are speculative investments, which involve a high degree of risk of loss of Seller’s entire investment.


 






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4.19         Sophistication.
Seller further represents and warrants that Seller has such business or financial expertise as to be able to protect Seller’s
own interests in connection with an investment in the Shares. Seller further represents that it has such knowledge and experience
in financial and business matters that it is capable of evaluating the merits and risk of such investment. Seller also represents
that it has not been organized for the purpose of acquiring securities. Seller further represents that it is being represented
in this transaction by an attorney who is fully familiar with the securities laws affecting this transaction.


 


4.20         Schedules
and Exhibits. All schedules, including the Disclosure Schedule, and exhibits to this Asset Purchase Agreement are true, complete,
and accurate in all material regards.


 


ARTICLE V


 


REPRESENTATIONS AND WARRANTIES OF GCT
AND BUYER


 


As a material inducement
to Seller’s willingness to enter into and perform this Agreement, GCT and Buyer, jointly and severally, hereby represent
and warrant to Seller that:


 


5.1           Organization. GCT and
Buyer are each a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with
all requisite power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted
and GCT is duly licensed, authorized and qualified to do business and in good standing in the State of California.


 


5.2           Authority.


 


(a)          This Agreement has been
duly executed and delivered by GCT and Buyer. No other corporate proceedings on the part of GCT or Buyer are necessary to authorize
this Agreement or to consummate the transactions contemplated hereby.


 


(b)          This Agreement is a valid
and binding obligation of GCT and Buyer enforceable against them in accordance with its terms, except as may be affected by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally or by rules of
law governing specific performance, injunctive relief or other equitable principles (regardless of whether such principles are
considered in a proceeding at law or in equity).


 






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(c)          Neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) violate, or conflict with, or
require any consent under, or result in a breach of any provisions of, or constitute a default (or an event which, with notice
or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required
by, or result in the creation of any Encumbrance upon any of the properties of GCT or Buyer under any of the terms, conditions
or provisions of the Articles of Incorporation or Bylaws of GCT or Buyer or of any note, bond, mortgage, indenture, deed of trust,
license, agreement or other instrument or obligation to which they are a party, or by which they or any of their properties may
be bound or affected, or (ii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to GCT or Buyer
or any of their properties.


 


(d)          No consent or approval by,
notice to or registration with any governmental or administrative authority or board is required on the part of GCT or Buyer in
connection with the execution and delivery by GCT or Buyer of this Agreement, or the performance by GCT or Buyer of any of the
transactions contemplated thereby.


 


5.3           Fees or Commissions.
Except as set forth in Schedule 5.3, GCT and Buyer (including their officers, directors and employees) have not employed
any broker, agent or finder or incurred any Liability for any brokerage fees, agent’s commissions or finder’s fee or
similar obligation in connection with the transactions contemplated in this Agreement.


 


ARTICLE VI


 


CONDITIONS TO CLOSING; COVENANTS


 


6.1           Conditions
to Obligation of Seller. The obligation of the Seller to consummate the transactions in connection with the Closing is subject
to satisfaction of the following conditions:


 


(a)          the representations
and warranties set forth in Article 5 above shall be true and correct in all material respects at and as of the Closing;


 


(b)          GCT and Buyer
shall have performed and complied with all of their covenants hereunder that are to be performed prior to Closing;


 


(c)          no action, suit,
or proceeding shall be pending or threatened before any court or Governmental Authority or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of the transactions contemplated hereby,
(B) cause the transactions contemplated hereby to be rescinded following their consummation, or (C) affect adversely the right
of Buyer to own the Transferred Assets (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect),
and no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree, ruling
or other legal restraint or prohibition (whether temporary, preliminary or permanent) which is then in effect and has the effect
of making consummation of the transactions contemplated hereby illegal or prohibiting consummation of said transactions;


 






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(d)          all actions to be taken
by GCT and Buyer in connection with the consummation of the transactions contemplated hereby and all certificates, instruments
of assumption, instruments and other documents required to effect the transactions will be reasonably satisfactory in form and
substance to Seller;


 


(e)          Seller, and its officers,
directors and agents, shall be released from all disclosed obligations under any Assigned Contracts;


 


(f)          Buyer shall, simultaneous
with the execution of this Agreement and the Closing, enter into the following agreements, to be executed simultaneously herewith.


 


(i)         a License Agreement in the form attached hereto as Exhibit D (the “License Agreement”); and


 


(ii)        a Joint Venture Agreement in the form attached hereto as Exhibit E (the “Joint Venture Agreement”).


 


6.2           Conditions
to Obligation of GCT and Buyer. The obligation of GCT and the Buyer to consummate the transactions in connection with the Closing
are subject to satisfaction of the following conditions:


 


(a)          the representations
and warranties set forth in Article 4 above shall be true, correct, complete and not misleading in all material respects at and
as of the Closing and the information contained in all of the schedules and Exhibits to this Asset Purchase Agreement shall be
true, correct, complete and not misleading in all material regards;


 


(b)          Seller shall have
performed and complied with all of its covenants hereunder that are to be performed prior to Closing;


 


(c)          no action, suit,
or proceeding shall be pending or threatened before any court or Governmental Authority or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling, or charge would (A) prevent consummation of the transactions contemplated hereby,
(B) cause the transactions contemplated hereby to be rescinded following their consummation, or (C) affect adversely the right
of Buyer to own the Transferred Assets (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect),
and no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree, ruling
or other legal restraint or prohibition (whether temporary, preliminary or permanent) which is then in effect and has the effect
of making consummation of the transactions contemplated hereby illegal or prohibiting consummation of said transactions;


 


(d)          all actions to be taken
by Seller in connection with the consummation of the transactions contemplated hereby and all certificates, instruments of assumption,
instruments and other documents required to effect the transactions will be reasonably satisfactory in form and substance to Buyer;


 






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(g)          completion of all bulk sales
notices;


 


(h)          Seller shall, simultaneous
with the execution of this Agreement and the Closing, enter into the following agreements, to be executed simultaneously herewith:


 


(i)        the License Agreement;


 


(ii)       the Joint Venture Agreement; and


 


(iii)      a LockUp Agreement in the form attached hereto as Exhibit F (the “LockUp Agreement”).


 


(i)          the unanimous
consent of Seller’s members, satisfactory to the Buyer in the Buyer’s sole discretion, approving this Agreement and
authorizing the transactions contemplated herein shall have been obtained.


 


6.3           Public Announcements.
Unless otherwise required by Law, neither Seller nor GCT or Buyer shall make any public announcements regarding this Agreement,
the terms of this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other Party.
It is acknowledged that GCT, Buyer’s parent company, is a public company and that it may make such public announcements as
it deems appropriate, in its sole discretion, under the securities laws.


 


6.4           Receivables. From and
after the Closing, if Buyer or one of its affiliates receives or collects any funds relating to any Excluded Asset, Buyer or its
affiliate, as applicable, shall remit such funds to Seller within five (5) business days after its receipt thereof.


 


6.5           Transfer Taxes. All transfer,
documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest)
incurred in connection with this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller when due.
Seller shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall
cooperate with respect thereto as necessary).


 


6.6           Third
Party Consents. To the extent that Seller’s rights under any Assigned Contract or Permit constituting a Transferred
Asset, or any other Transferred Asset, may not be assigned to Buyer without the consent of another Person which has not been obtained,
this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof
or be unlawful, and Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly
as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer’s
rights under the Transferred Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller,
to the maximum extent permitted by Law and the Transferred Asset, shall act after the Closing as Buyer’s agent in order to
obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Transferred Asset, with
Buyer in any other reasonable arrangement designed to provide such benefits to Buyer.


 






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6.7           Further Assurances. Following
the Closing, each of the Parties hereto shall, and shall cause their respective affiliates to, execute and deliver such additional
documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the
provisions hereof and give effect to the transactions contemplated by this Agreement and the other documents to be delivered hereunder.


 


6.8           Confidentiality. At all
times following the Closing, Seller will not, directly or indirectly, disclose, divulge or make use of any trade secrets or other
information of a business, financial, marketing, technical or other nature pertaining to the Business, except (a) to the extent
that such information shall have become public knowledge other than by breach of this Agreement by Seller, and (b) to the extent
that disclosure of such information is required by law or legal process (but only after Seller has provided Buyer with reasonable
notice and opportunity to take action against any legally required disclosure).


 


ARTICLE VII


 


INDEMNITY


 


7.1           Indemnity by Seller.
Seller will indemnify, reimburse, defend and hold harmless GCT and the Buyer and their subsidiaries, officers and directors from
and against and in respect of any and all demands, claims, actions, causes of action, assessments, fines, losses, damages, liabilities,
interest, penalties, costs, and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection
therewith) (“Losses”) resulting from, arising out of, relating to, or incurred by reason of: (a) any breach
of any representation, warranty, covenant, or agreement of Seller contained in this Agreement or any agreement, certificate, instrument,
or document executed and delivered by Seller pursuant hereto; and (b) the operation of the Business by Seller and its agents and
employees prior to the Closing Date.


 


7.2           Indemnity by GCT and Buyer.
GCT and the Buyer, jointly and severally, will indemnify, reimburse, defend, and hold harmless Seller and its subsidiaries, parents,
officers and directors from and against and in respect of any and all Losses suffered, incurred or sustained by any of them or
to which any of them becomes subject, resulting from, arising out of or relating to (a) any breach of the representations and warranties
in this Agreement by GCT or Buyer and (b) the operation of the Business by Buyer and its agents and employees after the Closing
Date.


 


7.3           Method of Asserting Claims.
All claims for indemnification by either Party (the “Indemnitee”) under this Article VII will be asserted and
resolved as follows:


 


(a)          If either Party incurs a
Loss, that Party, as Indemnitee, may give written notice (the “Demand Notice”) of the Indemnitee’s demand
for reimbursement and indemnification to the other Party (the “Indemnitor”). The Demand Notice will describe
in reasonable detail the nature of, and will state the amount of, the Loss or Losses.


 






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(b)          For a period of ten (10)
business days after the Indemnitee gives the Demand Notice (the “Cure and Resolution Period”):


 


(i)          the Indemnitor will have
an opportunity to cure and remedy any event causing a Loss; and


 


(ii)          the Parties will attempt
to negotiate in good faith a resolution and settlement of the subject matter of the Demand Notice satisfactory to all Parties.


 


(c)          If the Indemnitee still
is not satisfied with the cure or the status of negotiations at the end of the Cure and Resolution Period, then the Indemnitee
may pursue any and all remedies available under this Agreement, at law, and in equity, as the Indemnitee considers appropriate.
The Indemnitor shall also have the right to take any reasonable action that it deems necessary to recover for any Losses for which
it is held responsible and for which the Indemnitee has not taken reasonable steps to ameliorate such Losses.


 


7.4           Third-Party Claims. If
a claim giving rise to indemnification hereunder results from, or arises out of, any Action by a Person who is not a party to this
Agreement, the Indemnitor, at its sole cost and expense and upon written notice to the Indemnitee, may assume the defense of any
such Action with counsel reasonably satisfactory to the Indemnitee. The Indemnitee shall be entitled to participate in the defense
of any such Action, with its counsel and at its own cost and expense. If the Indemnitor does not assume the defense of any such
Action, the Indemnitee may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate,
including, but not limited to, settling such Action, after giving notice of it to the Indemnitor, on such terms as the Indemnitee
may deem appropriate and no action taken by the Indemnitee in accordance with such defense and settlement shall relieve the Indemnitor
of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnitor shall not settle
any Action without the Indemnitee’s prior written consent (which consent shall not be unreasonably withheld, conditioned
or delayed).


 


7.5           Tax Treatment of Indemnification
Payments. All indemnification payments made by Seller under this Agreement shall be treated by the Parties as an adjustment
to the Purchase Price for Tax purposes, unless otherwise required by Law.


 


7.6           Limitation. Notwithstanding
the foregoing in this Article VII, the Parties shall not be liable under this Article VII for any Losses unless and until the aggregate
amount of Losses incurred or suffered by the indemnified Party for which such Party is entitled to recovery under this Agreement
exceeds an aggregate of Fifty Thousand Dollars ($50,000), at which point the indemnitor Party shall be liable for all Losses.


 






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ARTICLE VIII


 


SURVIVAL OF REPRESENTATIONS AND WARRANTIES


 


8.1          Nature and Survival of Representations.
All representations and warranties of Seller and Buyer made in this Agreement (including in the Disclosure Schedule) will survive
the Closing Date and shall remain in full force and effect for twenty four (24) months following the Closing, unless otherwise
explicitly extended by the terms of this Agreement.


 


8.2          No Merger. The covenants,
terms, and provisions of this Agreement will survive the Closing.


 


ARTICLE IX


 


MISCELLANEOUS


 


9.1          Amendment or Supplement;
Waiver. This Agreement may only be amended or supplemented by mutual written agreement of the Parties. No waiver by any Party
of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No
waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified
by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure
to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed
as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or privilege.


 


9.2         Expenses. Each Party
hereto will bear and pay all costs and expenses incurred by it in connection with the transactions contemplated in this Agreement,
including fees and expenses of its own brokers, financial consultants, accountants and counsel.


 


9.3         Entire Agreement. This
Agreement (including all exhibits and schedules attached hereto), and the Closing documents being executed herewith contain the
entire agreement between the Parties with respect to the transactions contemplated hereunder and supersede all prior arrangements
or understandings with respect thereto, written or oral, other than documents referred to herein. The terms and conditions of this
Agreement will inure to the benefit of and be binding upon the Parties hereto and their respective successors. Nothing in this
Agreement, expressed or implied, is intended to confer upon any party, other than the Parties hereto and their respective successors,
any rights, remedies, obligations or liabilities.


 


9.4          Assignment. None of the
Parties hereto may assign any of its rights or obligations under this Agreement to any other person, except that GCT or the Buyer
may assign all its rights and obligations hereunder to any of its subsidiaries without any other Party’s consent, but such
assignment by GCT or the Buyer will not relieve it of its obligations for the ultimate performance thereof.


 






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9.5         Notices.
All notices and other communications which are required or permitted hereunder will be in writing and sufficient if delivered
personally or sent by overnight express addressed as follows:


	 	 	 
	 	If to Buyer:	GCT Lobos, Inc.
	 	 	Attn: President
	 	 	151 North Nob Hill Road, Suite 321
	 	 	Fort Lauderdale, FL 33324
	 	 	 
	 	If to GCT:	The Grilled Cheese Truck, Inc.
	 	 	Attn: President
	 	 	151 North Nob Hill Road, Suite 321
	 	 	Fort Lauderdale, FL 33324
	 	 	 
	 	with a copy to:	Clyde Snow & Sessions
	 	 	Attn: Brian A. Lebrecht
	 	 	201 South Main Street, Thirteenth Floor
	 	 	Salt Lake City, UT 84111
	 	 	 
	 	If to Seller:	The Seawolf Group, LLC
	 	 	Attn: President
	 	 	4470 W. Sunset Blvd, Suite 480
	 	 	Los Angeles, CA 90027


  


or at such other address
as GCT, Buyer or Seller may designate by ten (10) days advance written notice to the other Party hereto.


 


9.6         Governing Law. This Agreement
shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any
choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the
application of Laws of any jurisdiction other than those of the State of California.


 


9.7         Submission to Jurisdiction.
ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE
INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF CALIFORNIA IN EACH CASE LOCATED
IN THE COUNTY OF LOS ANGELES, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT,
ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN
SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY
AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY
WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.


 






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9.8         Specific Performance.
The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with
the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy
to which they are entitled at law or in equity.


 


9.9         Captions. The captions
contained in this Agreement are for reference purposes only and are not part of this Agreement.


 


9.10        Severability. If any
term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in
any other jurisdiction.


 


9.11       Counterparts/Fax Signatures.
This Agreement may be executed in any number of counterparts, and each such counterpart will be deemed to be an original instrument,
but all such counterparts together will constitute but one agreement. Signatures transmitted via facsimile transmission will constitute
original signatures.


 


9.12        Litigation Expenses.
If any action, suit or proceeding is brought by a Party hereto with respect to a matter or matters covered by this Agreement, all
costs and expenses of the prevailing Party incident to such proceeding, including reasonable attorney fees, will be paid by the
other Party.


 


9.13       Exhibits and Schedules.
All exhibits and schedules (including the Disclosure Schedule) attached to this Agreement are incorporated into this Agreement
by reference.


 


[Signatures on following page]


 




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IN WITNESS WHEREOF,
the Parties hereto have caused this Agreement to be executed on the dates shown below, effective as of the day and year first above
written.





	 	 	 	 
	 	BUYER:	 
	 	 	 	 
	 	GCT LOBOS, INC.	 
	 	 	 	 
	Date:  December 18, 2015	By:	/s/ Algie Hodges	 
	 	Name:  Algie Hodges	 
	 	Title:    President	 
	 	 	 	 
	 	GCT:	 
	 	 	 	 
	 	THE GRILLED CHEESE TRUCK, INC.	 
	 	 	 	 
	Date:  December 18, 2015	By:	/s/ Algie Hodges	 
	 	Name:  Algie Hodges	 
	 	Title:    Chief Executive Officer	 
	 	 	 	 
	 	SELLER:
	 	 	 	 
	 	THE SEAWOLF GROUP, LLC
	 	 	 	 
	Date:  December 18, 2015	By:	/s/ Jasmine Wolf	 
	 	Name:  Jasmine Wolf	 
	 	Title:    Managing Member	 




 


Signature Page to Asset Purchase Agreement


 




    	 



    	 



    

 


	Disclosure Schedules:	Exhibits:
	2.2(a) – Fixed Assets	A – Certificate of Designation
	2.2(b) – Inventories	B – Bill of Sale
	2.2(c) – Receivables	C – Special Power of Attorney
	2.2(f) – Assigned Contracts	D – License Agreement
	2.2(h) – Litigation	E – Joint Venture Agreement
	4.6 – Absence of Certain Changes, Events and Conditions	F – LockUp Agreement
	4.7 – Material Contracts	 
	4.9(a) – Intellectual Property Assets	 
	4.9(c) – Intellectual Property Licenses	 
	4.9(e) – Licenses	 
	4.10 – Suppliers	 
	4.12(b) – Permits	 
	4.13 – Employees	 
	4.15 – Brokers	 
	5.3 – Brokers